BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
2000 LONG TERM INCENTIVE PLAN
1. PURPOSE OF THE PLAN
This 2000 Long Term Incentive Plan is intended to promote the interests of
Boots & Coots International Well Control, Inc., a Delaware corporation (the
"Company"), by providing the employees and consultants of the Company, who are
largely responsible for the management, growth and protection of the business of
the Company, with a proprietary interest in the Company.
2. DEFINITIONS
As used in the Plan, the following definitions apply to the terms indicated
below:
(a) "Board of Directors" shall mean the Board of Directors of the
Company.
(b) "Cause," when used in connection with the termination of a
Participant's employment or service (in the case of a consultant) with the
Company, shall mean the termination of the Participant's employment or
service by the Company by reason of (i) the conviction of the Participant
by a court of competent jurisdiction as to which no further appeal can be
taken of a crime involving moral turpitude; (ii) the proven commission by
the Participant of an act of fraud upon the Company; (iii) the willful and
proven misappropriation of any funds or property of the Company by the
Participant; (iv) the willful, continued and unreasonable failure by the
Participant to perform duties assigned to him and agreed to by him; (v) the
knowing engagement by the Participant in any direct, material conflict of
interest with the Company without compliance with the Company's conflict of
interest policy, if any, then in effect; (vi) the knowing engagement by the
Participant, without the written approval of the Board of Directors, in any
activity which competes with the business of the Company or which would
result in a material injury to the Company; or (vii) the knowing engagement
in any activity which would constitute a material violation of the
provisions of the Company's Policies and Procedures Manual, if any, then in
effect.
(c) "Cash Bonus" shall mean an award of a bonus payable in cash
pursuant to Section 10 hereof.
(d) "Change in Control" shall mean:
(i) a "change in control" of the Company, as that term is
contemplated in the federal securities laws; or
(ii) the occurrence of any of the following events:
(A) any Person becomes, after the effective date of
this Plan the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly,
of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding
securities; provided, that the acquisition of additional
voting securities, after the effective date of this Plan, by
any Person who is, as of the effective date of this Plan,
the beneficial owner, directly or indirectly, of 20% or more
of the combined voting power of the Company's then
outstanding securities, shall not constitute a "Change in
Control" of the Company for purposes of this Section 2(d)
(B) a majority of individuals who are nominated by the
Board of Directors for election to the Board of Directors on
any date, fail to be elected to the Board of Directors as a
direct or indirect result of any proxy fight or contested
election for positions on the Board of Directors, or
(C) the sale, lease, transfer or other disposition of
all or substantially all of the assets of the Company (other
than to a wholly-owned subsidiary of the Company).
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" shall mean the Compensation Committee of the Board of
Directors or such other committee as the Board of Directors shall appoint
from time to time to administer the Plan.
(g) "Common Stock" shall mean the Company's Common Stock, par value
$.00001 per share.
(h) "Company" shall mean Boots & Coots International Well Control,
Inc., a Delaware corporation, each of its Subsidiaries, and its successors.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(j) The "Fair Market Value" of a share of Common Stock on any date
shall be (i) the closing sale price on the immediately preceding business
day of a share of Common Stock as reported on the principal securities
exchange on which shares of Common Stock are then listed or admitted to
trading or (ii) if not so reported, the average of the closing bid and
asked prices for a share of Common Stock on the immediately preceding
business day as quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or (iii) if not quoted on NASDAQ,
the average of the closing bid and asked prices for a share of Common Stock
as quoted by the National Quotation Bureau's "Pink Sheets" or the National
Association of Securities Dealers' OTC Bulletin Board System. If the price
of a share of Common Stock shall not be so reported, the Fair Market Value
of a share of Common Stock shall be determined by the Committee in its
absolute discretion.
(k) "Incentive Award" shall mean an Option, a share of Restricted
Stock, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted
pursuant to the terms of the Plan.
(l) "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and
which is identified as an Incentive Stock Option in the agreement by which
it is evidenced.
(m) "Issue Date" shall mean the date established by the Committee on
which certificates representing shares of Restricted Stock shall be issued
by the Company pursuant to the terms of Section 7(d) hereof.
(n) "Non-Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option and which is identified as a Non-Qualified Stock
Option in the agreement by which it is evidenced.
(o) "Option" shall mean an option to purchase shares of Common Stock
of the Company granted pursuant to Section 6 hereof. Each Option shall be
identified as either an Incentive Stock Option or a Non-Qualified Stock
Option in the agreement by which it is evidenced.
(p) "Participant" shall mean a full-time employee or a consultant
(whether full or part time) of the Company who is eligible to participate
in the Plan and to whom an Incentive Award is granted pursuant to the Plan.
(q) "Person" shall mean a "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act, and the rules and regulations in
effect from time to time thereunder.
(r) A share of "Phantom Stock" shall represent the right to receive in
cash the Fair Market Value of a share of Common Stock of the Company, which
right is granted pursuant to Section 8 hereof and subject to the terms and
conditions contained therein.
(s) "Plan" shall mean the Boots & Coots International Well Control,
Inc. 2000 Long Term Incentive Plan, as amended from time to time.
(t) "Qualified Domestic Relations Order" shall mean a qualified
domestic relations order as defined in the Code, in Title I of the Employee
Retirement Income Security Act, or in the rules and regulations as may be
in effect from time to time thereunder.
(u) A share of "Restricted Stock" shall mean a share of Common Stock
which is granted pursuant to the terms of Section 7 hereof and which is
subject to the restrictions set forth in Section 7(c) hereof for so long as
such restrictions continue to apply to such share.
(v) "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
(w) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Common Stock pursuant to Section 9 hereof.
(x) "Subsidiary" or "Subsidiaries" shall mean any and all corporations
in which at the pertinent time the Company owns, directly or indirectly,
stock vested with 50% or more of the total combined voting power of all
classes of stock of such corporations within the meaning of Section 424(f)
of the Code.
(y) "Vesting Date" shall mean the date established by the Committee on
which a share of Restricted Stock or Phantom Stock may vest.
3. STOCK SUBJECT TO THE PLAN
Under the Plan, the Committee may grant to Participants (i) Options, (ii)
shares of Restricted Stock, (iii) shares of Phantom Stock, (iv) Stock Bonuses
and (v) Cash Bonuses.
The Committee may grant Options, shares of Restricted Stock, shares of
Phantom Stock and Stock Bonuses under the Plan with respect to a number of
shares of Common Stock that in the aggregate at any time does not exceed
6,000,000 shares of Common Stock; provided, however, that the maximum number of
shares of Common Stock for which Options may be granted under the Plan to any
one Participant during a calendar year shall be 1,000,000.
The grant of a Cash Bonus shall not reduce the number of shares of Common
Stock with respect to which Options, shares of Restricted Stock, shares of
Phantom Stock or Stock Bonuses may be granted pursuant to the Plan.
If any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock subject to the unexercised portion of such
Option shall again be available for grant under the Plan. If any shares of
Restricted Stock or Phantom Stock, or any shares of Common Stock granted in a
Stock Bonus are forfeited or canceled for any reason, such shares shall again be
available for grant under the Plan.
Shares of Common Stock issued under the Plan may be either newly issued or
treasury shares, at the discretion of the Committee.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a Committee of the Board of Directors
consisting of two or more persons, all of whom shall be both (i) a "Non-Employee
Director" within the meaning of Rule 16b-3 promulgated under the Exchange Act
and (ii) an "outside director" within the meaning of the definition of such term
as contained in Treasury Regulation Section 1.162-27(e)(3) interpreting Section
162(m) of the Code, or any successor definitions that may be adopted. The
members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board of Directors. The Committee shall from
time to time designate the employees and consultants of the Company who shall be
granted Incentive Awards and the amount and type of such Incentive Awards.
The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Incentive Award issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Committee
shall be final and binding on all parties.
The Committee may, in its absolute discretion (i) accelerate the date on
which any Option granted under the Plan becomes exercisable, (ii) extend the
date on which any Option granted under the Plan ceases to be exercisable, (iii)
accelerate the Vesting Date or Issue Date, or waive any condition imposed
pursuant to Section 7(b) hereof, with respect to any share of Restricted Stock
granted under the Plan and (iv) accelerate the Vesting Date or waive any
condition imposed pursuant to Section 8 hereof, with respect to any share of
Phantom Stock granted under the Plan.
In addition, the Committee may, in its absolute discretion, grant Incentive
Awards to Participants on the condition that such Participants surrender to the
Committee for cancellation such other Incentive Awards (including, without
limitation, Incentive Awards with higher exercise prices) as the Committee
specifies. Notwithstanding Section 3 hereof, Incentive Awards granted on the
condition of surrender of outstanding Incentive Awards shall not count against
the limits set forth in such Section 3 until such time as such Incentive Awards
are surrendered.
Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment or service shall
be determined by the Committee in its absolute discretion.
No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorneys' fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.
5. ELIGIBILITY
The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be such full-time employees and consultants (whether full or part
time) of the Company as the Committee, in its absolute discretion, shall select
from time to time. Notwithstanding the generality of the foregoing, no employee
or consultant of the Company shall be eligible to receive Incentive Awards
pursuant to this Plan if such person is also entitled to receive an Incentive
Award under the terms of his employment or consulting agreement with the
Company, or any specialty long term incentive plan or incentive stock plan
adopted after the date hereof, unless such employment or consulting agreement or
specialty plan expressly provides otherwise.
6. OPTIONS
The Committee may grant Options pursuant to the Plan, which Options shall
be evidenced by agreements in such form as the Committee shall from time to time
approve. Options shall comply with and be subject to the following terms and
conditions:
(a) Identification of Options
All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or
as Non-Qualified Stock Options. Consultants shall not be entitled to
receive Incentive Stock Options.
(b) Exercise Price
The exercise price of any Non-Qualified Stock Option granted under the
Plan shall be such price as the Committee shall determine on the date
on which such Non-Qualified Stock Option is granted; provided, that
such price may not be less than the greater of (i) 25% of the Fair
Market Value of a share of Common Stock on the date on which such
Non-Qualified Stock Option is granted or (ii) the minimum price
required by law. Except as provided in Section 6(d) hereof, the
exercise price of any Incentive Stock Option granted under the Plan
shall be not less than 100% of the Fair Market Value of a share of
Common Stock on the date on which such Incentive Stock Option is
granted.
(c) Term and Exercise of Options
(1) Each Option shall be exercisable on such date or dates, during
such period and for such number of shares of Common Stock as
shall be determined by the Committee on the day on which such
Option is granted and set forth in the agreement evidencing the
Option; provided, however, that no Option shall be exercisable
after the expiration of ten years from the date such Option was
granted; and, provided, further, that each Option shall be
subject to earlier termination, expiration or cancellation as
provided in the Plan.
(2) Each Option shall be exercisable in whole or in part with respect
to whole shares of Common Stock. The partial exercise of an
Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof. Upon the partial
exercise of an Option, the agreement evidencing such Option shall
be returned to the Participant exercising such Option together
with the delivery of the certificates described in Section
6(c)(5) hereof.
(3) An Option shall be exercised by delivering notice to the
Company's principal office, to the attention of its Secretary, no
fewer than five business days in advance of the effective date of
the proposed exercise. Such notice shall be accompanied by the
agreement evidencing the Option, shall specify the number of
shares of Common Stock with respect to which the Option is being
exercised and the effective date of the proposed exercise, and
shall be signed by the Participant. The Participant may withdraw
such notice at any time prior to the close of business on the
business day immediately preceding the effective date of the
proposed exercise, in which case such agreement shall be returned
to the Participant. Payment for shares of Common Stock purchased
upon the exercise of an Option shall be made on the effective
date of such exercise either (i) in cash, by certified check,
bank cashier's check or wire transfer or (ii) subject to the
approval of the Committee, by tendering previously acquired
nonforfeitable, unrestricted shares of Common Stock that have
been held by the Participant for at least six months and that
have an aggregate Fair Market Value at the time of exercise equal
to the total exercise price (including an actual or deemed
multiple series of exchanges of such shares), or (iii) partly in
shares of Common Stock with the balance in cash, by certified
check, bank cashier's check or wire transfer. Any payment in
shares of Common Stock shall be effected by the delivery of such
shares to the Secretary of the Company, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with
any other documents and evidences as the Secretary of the Company
shall require from time to time.
(4) Any Option granted under the Plan may be exercised by a
broker-dealer acting on behalf of a Participant if (i) the
broker-dealer has received from the Participant or the Company a
duly endorsed agreement evidencing such Option and instructions
signed by the Participant requesting the Company to deliver the
shares of Common Stock subject to such Option to the
broker-dealer on behalf of the Participant and specifying the
account into which such shares should be deposited, (ii) adequate
provision has been made with respect to the payment of any
withholding taxes due upon such exercise, and (iii) the
broker-dealer and the Participant have otherwise complied with
Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.
(5) Certificates for shares of Common Stock purchased upon the
exercise of an Option shall be issued in the name of the
Participant and delivered to the Participant as soon as
practicable following the effective date on which the Option is
exercised; provided, however, that such delivery shall be
effected for all purposes when a stock transfer agent of the
Company shall have deposited such certificates in the United
States mail, addressed to the Participant.
(6) During the lifetime of a Participant each Option granted to him
shall be exercisable only by him. No Option shall be assignable
or transferable otherwise than by will or by the laws of descent
and distribution.
(d) Limitations on Grant of Incentive Stock Options
(1) The aggregate Fair Market Value of shares of Common Stock with
respect to which "incentive stock options" (within the meaning of
Section 422, without regard to Section 422(d) of the Code) are
exercisable for the first time by a Participant during any
calendar year under the Plan (and any other stock option plan of
the Company, or any subsidiary of the Company) shall not exceed
$100,000. Such Fair Market Value shall be determined as of the
date on which each such Incentive Stock Option is granted. If
such aggregate Fair Market Value of shares of Common Stock
underlying such Incentive Stock Options exceeds $100,000, then
Incentive Stock Options granted hereunder to such Participant
shall, to the extent and in the order required by Regulations
promulgated under the Code (or any other authority having the
force of Regulations), automatically be deemed to be
Non-Qualified Stock Options, but all other terms and provisions
of such Incentive Stock Options shall remain unchanged. In the
absence of such Regulations (and authority), or if such
Regulations (or authority) require or permit a designation of the
options which shall cease to constitute Incentive Stock Options,
Incentive Stock Options shall, to the extent of such excess and
in the order in which they were granted, automatically be deemed
to be Non-Qualified Stock Options, but all other terms and
provisions of such Incentive Stock Options shall remain
unchanged.
(2) No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual owns, directly or
indirectly (based on the attribution rules in Section 424(d) of
the Code) stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company or
any of its subsidiaries, unless (i) the exercise price of such
Incentive Stock Option is at least 110% of the Fair Market Value
of a share of Common Stock at the time such Incentive Stock
Option is granted and (ii) such Incentive Stock Option is not
exercisable after the expiration of five years from the date such
Incentive Stock Option is granted.
(e) Effect of Termination of Employment or Service
(1) If the employment or service of a Participant with the Company
shall terminate for any reason other than Cause, "permanent and
total disability" (within the meaning of Section 22(e)(3) of the
Code), the voluntary retirement of an employee in accordance with
the Company's retirement policy as then in effect, the death of
the Participant, then (i) Options granted to such Participant, to
the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of one
month after such termination, on which date they shall expire,
and (ii) Options granted to such Participant, to the extent that
they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination;
provided, however, that no Option shall be exercisable after the
expiration of its term.
(2) If the employment or service of a Participant with the Company
shall terminate as a result of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code)
of the Participant, the voluntary retirement of an employee in
accordance with the Company's retirement policy as then in
effect, or the death of the Participant, then (i) Options granted
to such Participant, to the extent that they were exercisable at
the time of such termination, shall remain exercisable until the
expiration of one year after such termination, on which date they
shall expire, and (ii) Options granted to such Participant, to
the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of
such termination; provided, however, that no Option shall be
exercisable after the expiration of its term.
(3) In the event of the termination of a Participant's employment or
service for Cause, all outstanding Options granted to such
Participant shall expire at the commencement of business on the
date of such termination.
(f) Acceleration of Exercise Date Upon Change in Control
Upon the occurrence of a Change in Control, each Option granted under
the Plan and outstanding at such time shall become fully and
immediately exercisable and shall remain exercisable until its
expiration, termination or cancellation pursuant to the terms of the
Plan.
7. RESTRICTED STOCK
The Committee may grant shares of Restricted Stock pursuant to the Plan.
Each grant of shares of Restricted Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of
shares of Restricted Stock shall comply with and be subject to the following
terms and conditions:
(a) Issue Date and Vesting Date
At the time of the grant of shares of Restricted Stock, the Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or
Vesting Dates with respect to such shares. The Committee may divide
such shares into classes and assign a different Issue Date and/or
Vesting Date for each class. Except as provided in Sections 7(c) and
7(f) hereof, upon the occurrence of the Issue Date with respect to a
share of Restricted Stock, a share of Restricted Stock shall be issued
in accordance with the provisions of Section 7(d) hereof. Provided
that all conditions to the vesting of a share of Restricted Stock
imposed pursuant to Section 7(b) hereof are satisfied, and except as
provided in Sections 7(c) and 7(f) hereof, upon the occurrence of the
Vesting Date with respect to a share of Restricted Stock, such share
shall vest and the restrictions of Section 7(c) hereof shall cease to
apply to such share.
(b) Conditions to Vesting
At the time of the grant of shares of Restricted Stock, the Committee
may impose such restrictions or conditions, not inconsistent with the
provisions hereof, to the vesting of such shares as it in its absolute
discretion deems appropriate. By way of example and not by way of
limitation, the Committee may require, as a condition to the vesting
of any class or classes of shares of Restricted Stock, that the
Participant or the Company achieve certain performance criteria, such
criteria to be specified by the Committee at the time of the grant of
such shares.
(c) Restrictions on Transfer Prior to Vesting
Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights with respect to such share, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the
transferee with any interest or right in or with respect to such
share, but immediately upon any attempt to transfer such rights, such
share, and all of the rights related thereto, shall be forfeited by
the Participant and the transfer shall be of no force or effect.
(d) Issuance of Certificates
(1) Except as provided in Sections 7(c) or 7(f) hereof, reasonably
promptly after the Issue Date with respect to shares of
Restricted Stock, the Company shall cause to be issued a stock
certificate, registered in the name of the Participant to whom
such shares were granted, evidencing such shares; provided,
however, that the Company shall not cause to be issued such a
stock certificates unless it has received a stock power duly
endorsed in blank with respect to such shares. Each such stock
certificate shall bear the following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions,
terms and conditions (including forfeiture and restrictions
against transfer) contained in the Boots & Coots
International Well Control, Inc.--2000 Long Term Incentive
Plan and an Agreement entered into between the registered
owner of such shares and Boots & Coots International Well
Control, Inc. A copy of the Plan and Agreement is on file in
the office of the Secretary of Boots & Coots International
Well Control, Inc., 777 Post Oak Blvd., Suite 800, Houston,
Texas 77056.
Such legend shall not be removed from the certificate evidencing
such shares until such shares vest pursuant to the terms hereof.
(2) Each certificate issued pursuant to Paragraph 7 (d)(1) hereof,
together with the stock powers relating to the shares of
Restricted Stock evidenced by such certificate, shall be held by
the Company. The Company shall issue to the Participant a receipt
evidencing the certificates held by it which are registered in
the name of the Participant.
(e) Consequences Upon Vesting
Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 7(c) hereof shall cease to apply
to such share. Reasonably promptly after a share of Restricted Stock
vests pursuant to the terms hereof, the Company shall cause to be
issued and delivered to the Participant to whom such shares were
granted, a certificate evidencing such share, free of the legend set
forth in Paragraph 7 (d)(1) hereof, together with any other property
of the Participant held by Company pursuant to Section 7(d) hereof;
provided, however, that such delivery shall be effected for all
purposes when the Company shall have deposited such certificate and
other property in the United States mail, addressed to the
Participant.
(f) Effect of Termination of Employment or Service
(1) If the employment or service of a Participant with the Company
shall terminate for any reason other than Cause prior to the
vesting of shares of Restricted Stock granted to such
Participant, a portion of such shares, to the extent not
forfeited or canceled on or prior to such termination pursuant to
any provision hereof, shall vest on the date of such termination.
The portion referred to in the preceding sentence shall be
determined by the Committee at the time of the grant of such
shares of Restricted Stock and may be based on the achievement of
any conditions imposed by the Committee with respect to such
shares pursuant to Section 7(b). Such portion may equal zero.
(2) In the event of the termination of a Participant's employment or
service for Cause, all shares of Restricted Stock granted to such
Participant which have not vested as of the date of such
termination shall immediately be forfeited.
(g) Effect of Change in Control
Upon the occurrence of a Change in Control, all shares of Restricted
Stock which have not theretofore vested (including those with respect
to which the Issue Date has not yet occurred) shall immediately vest.
8. PHANTOM STOCK
The Committee may grant shares of Phantom Stock pursuant to the Plan. Each
grant of shares of Phantom Stock shall be evidenced by an agreement in such form
as the Committee shall from time to time approve. Each grant of shares of
Phantom Stock shall comply with and be subject to the following terms and
conditions:
(a) Vesting Date
At the time of the grant of shares of Phantom Stock, the Committee
shall establish a Vesting Date or Vesting Dates with respect to such
shares. The Committee may divide such shares into classes and assign a
different Vesting Date for each class. Provided that all conditions to
the vesting of a share of Phantom Stock imposed pursuant to Section
8(c) hereof are satisfied, and except as provided in Section 8(d)
hereof, upon the occurrence of the Vesting Date with respect to a
share of Phantom Stock, such share shall vest.
(b) Benefit Upon Vesting
Upon the vesting of a share of Phantom Stock, a Participant shall be
entitled to receive in cash, within 90 days of the date on which such
share vests, an amount in cash in a lump sum equal to the sum of (i)
the Fair Market Value of a share of Common Stock of the Company on the
date on which such share of Phantom Stock vests and (ii) the aggregate
amount of cash dividends paid with respect to a share of Common Stock
of the Company during the period commencing on the date on which the
share of Phantom Stock was granted and terminating on the date on
which such share vests.
(c) Conditions to Vesting
At the time of the grant of shares of Phantom Stock, the Committee may
impose such restrictions or conditions, not inconsistent with the
provisions hereof, to the vesting of such shares as it, in its
absolute discretion deems appropriate. By way of example and not by
way of limitation, the Committee may require, as a condition to the
vesting of any class or classes of shares of Phantom Stock, that the
Participant or the Company achieve certain performance criteria, such
criteria to be specified by the Committee at the time of the grant of
such shares.
(d) Effect of Termination of Employment or Service
(1) If the employment or service of a Participant with the Company
shall terminate for any reason other than Cause prior to the
vesting of shares of Phantom Stock granted to such Participant a
portion of such shares, to the extent not forfeited or canceled
on or prior to such termination pursuant to any provision hereof,
shall vest on the date of such termination. The portion referred
to in the preceding sentence shall be determined by the Committee
at the time of the grant of such shares of Phantom Stock and may
be based on the achievement of any conditions imposed by the
Committee with respect to such shares pursuant to Section 8(c).
Such portion may equal zero.
(2) In the event of the termination of a Participant's employment or
service for Cause, all shares of Phantom Stock granted to such
Participant which have not vested as of the date of such
termination shall immediately be forfeited.
(e) Effect of Change in Control
Upon the occurrence of a Change in Control, all shares of Phantom
Stock which have not theretofore vested shall immediately vest.
9. STOCK BONUSES
The Committee may, in its absolute discretion, grant Stock Bonuses in such
amounts as it shall determine from time to time. A Stock Bonus shall be paid at
such time and subject to such conditions as the Committee shall determine at the
time of the grant of such Stock Bonus. Certificates for shares of Common Stock
granted as a Stock Bonus shall be issued in the name of the Participant to whom
such grant was made and delivered to such Participant as soon as practicable
after the date on which such Stock Bonus is required to be paid.
10. CASH BONUSES
The Committee may, in its absolute discretion, grant in connection with any
grant of Restricted Stock or Stock Bonus or at any time thereafter, a cash
bonus, payable promptly after the date on which the Participant is required to
recognize income for federal income tax purposes in connection with such
Restricted Stock or Stock Bonus, in such amounts as the Committee shall
determine from time to time; provided, however, that in no event shall the
amount of a Cash Bonus exceed the Fair Market Value of the related shares of
Restricted Stock or Stock Bonus on such date. A Cash Bonus shall be subject to
such conditions as the Committee shall determine at the time of the grant of
such Cash Bonus.
11. ADJUSTMENT UPON CHANGES IN COMMON STOCK
(a) Outstanding Restricted Stock and Phantom Stock
Unless the Committee in its absolute discretion otherwise determines,
if a Participant receives any securities or other property (including
dividends paid in cash) with respect to a share of Restricted Stock,
the Issue Date with respect to which occurs prior to such event, but
which has not vested as of the date of such event, as a result of any
dividend, stock split recapitalization, merger, consolidation,
combination, exchange of shares or otherwise, such securities or other
property will not vest until such share of Restricted Stock vests, and
shall be held by the Company pursuant to Paragraph 7 (d) (2) hereof.
The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has
not occurred as of the date of the occurrence of any of the following
events, or any grant of shares of Phantom Stock, to reflect any
dividend, stock split, recapitalization, merger, consolidation,
combination, exchange of shares or similar corporate change as the
Committee may deem appropriate to prevent the enlargement or dilution
of rights of Participants under the grant.
(b) Outstanding Options, Increase or Decrease in Issued Shares Without
Consideration.
Subject to any required action by the shareholders of the Company, in
the event of any increase or decrease in the number of issued shares
of Common Stock resulting from a subdivision or consolidation of
shares of Common Stock or the payment of a stock dividend (but only on
the shares of Common Stock), or any other increase or decrease in the
number of such shares effected without receipt of consideration by the
Company, the Committee shall proportionally adjust the number of
shares and the exercise price per share of Common Stock subject to
each outstanding Option.
(c) Outstanding Options, Certain Mergers
Subject to any required action by the shareholders of the Company, if
the Company shall be the surviving corporation in any merger or
consolidation (except a merger of consolidation as a result of which
the holders of shares of Common Stock receive securities of another
corporation), each Option outstanding on the date of such merger or
consolidation shall entitle the Participant to acquire upon exercise
the securities which a holder of the number of shares of Common Stock
subject to such Option would have received in such merger or
consolidation.
(d) Outstanding Options, Certain Other Transactions
In the event of a dissolution or liquidation of the Company, a sale of
all or substantially all of the Company's assets, a merger or
consolidation involving the Company in which the Company is not the
surviving corporation or a merger or consolidation involving the
Company in which the Company is the surviving corporation but the
holders of shares of Common Stock receive securities of another
corporation and/or other property, including cash, the Committee
shall, in its absolute discretion, have the power to:
(1) cancel, effective immediately prior to the occurrence of such
event, each Option outstanding immediately prior to such event
(whether or not then exercisable), and, in full consideration of
such cancellation, pay to the Participant to whom such Option was
granted an amount in cash, for each share of Common Stock subject
to such Option equal to the excess of (A) the value, as
determined by the Committee in its absolute discretion, of the
property (including cash) received by the holder of a share of
Common Stock as a result of such event over (B) the exercise
price of such Option; or
(2) provide for the exchange of each Option outstanding immediately
prior to such event (whether or not then exercisable) for an
option on some or all of the property for which such Option is
exchanged and, incident thereto, make an equitable adjustment as
determined by the Committee in its absolute discretion in the
exercise price of the option, or the number of shares or amount
of property subject to the option or, if appropriate, provide for
a cash payment to the Participant to whom such Option was granted
in partial consideration for the exchange of the Option.
(e) Outstanding Options/Other Changes
In the event of any change in the capitalization of the Company or
corporate change other than those specifically referred to in Sections
11(b), (c) or (d) hereof, the Committee may, in its absolute
discretion, make such adjustments in the number and class of shares
subject to Options outstanding on the date on which such change occurs
and in the per share exercise price of each such Option as the
Committee may consider appropriate to prevent dilution or enlargement
of rights.
(f) No Other Rights
Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of
stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any
dissolution, liquidation, merger or consolidation of the Company or
any other corporation. Except as expressly provided in the Plan, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
of shares of Common Stock subject to an Incentive Award or the
exercise price of any Option.
12. RIGHTS AS A SHAREHOLDER
No person shall have any rights as a shareholder with respect to any shares
of Common Stock covered by or relating to any Incentive Award granted pursuant
to this Plan until the date of the issuance of a stock certificate with respect
to such shares. Except as otherwise expressly provided in Section 11 hereof, no
adjustment to any Incentive Award shall be made for dividends or other rights
for which the record date occurs prior to the date such stock certificate is
issued.
13. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD
Nothing contained in the Plan or any Incentive Award shall confer upon any
Participant any right with respect to the continuation of his employment or
service by the Company or interfere in any way with the right of the Company,
subject to the terms of any separate employment or consulting agreement to the
contrary, at any time to terminate such employment or service or to increase or
decrease the compensation of the Participant from the rate in existence at the
time of the grant of an Incentive Award.
No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.
14. SECURITIES MATTERS
(a) The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of any shares of Common Stock
to be issued hereunder or to effect similar compliance under any state
laws. Notwithstanding anything herein to the contrary, the Company shall
not be obligated to cause to be issued or delivered any certificates
evidencing shares of Common Stock pursuant to the Plan unless and until the
Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities exchange on
which shares of Common Stock are traded. The Committee may require, as a
condition of the issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such
shares make such covenants, agreements and representations, and that such
certificates bear such legends, as the Committee, in its sole discretion,
deems necessary or desirable.
(b) The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that
the issuance and delivery of shares of Common Stock pursuant to such
exercise is in compliance with all applicable laws, regulations of
governmental authorities and the requirements of any securities exchange on
which shares of Common Stock are traded. The Company may, in its sole
discretion, defer the effectiveness of any exercise of an Option granted
hereunder in order to allow the issuance of shares of Common Stock pursuant
thereto to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or
state securities laws. The Company shall inform the Participant in writing
of its decision to defer the effectiveness of the exercise of an Option
granted hereunder. During the period that the effectiveness of the exercise
of an Option has been deferred, the Participant may, by written notice,
withdraw such exercise and obtain the refund of any amount paid with
respect thereto.
15. WITHHOLDING TAXES
Whenever shares of Common Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of Restricted Stock or the payment of a Stock Bonus, the Company shall have the
right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy federal, state and local withholding tax requirements, if
any, attributable to such exercise, occurrence or payment prior to the delivery
of any certificate or certificates for such shares. In addition, upon the grant
of a Cash Bonus or the making of a payment with respect to a share of Phantom
Stock, the Company shall have the right to withhold from any cash payment
required to be made pursuant thereto an amount sufficient to satisfy the
federal, state and local withholding tax requirements, if any, attributable to
such exercise or grant. No payment shall be made and no shares of Common Stock
shall be issued pursuant to any Incentive Award unless and until the applicable
tax withholding obligations have been satisfied.
16. AMENDMENT OF THE PLAN
The Board of Directors may at any time suspend or discontinue the Plan or
revise or amend it in any respect whatsoever; provided, however, that without
approval of the shareholders no revision or amendment shall (i) except as
provided in Section 11 hereof, increase the number of shares of Common Stock
that may be issued as Incentive Options under the Plan, (ii) materially increase
the benefits accruing to individuals holding Incentive Awards granted pursuant
to the Plan or (iii) materially modify the requirements as to eligibility for
participation in the Plan.
17. NO OBLIGATION TO EXERCISE
The grant to a Participant of an Option shall impose no obligation upon
such Participant to exercise such Option.
18. TRANSFERS UPON DEATH
Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's estate or by any person or persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Incentive Award.
19. EXPENSES AND RECEIPTS
The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.
20. FAILURE TO COMPLY
In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant to comply with any of the terms and conditions of the
Plan or the agreement executed by such Participant evidencing an Incentive
Award, unless such failure is remedied by such Participant within ten days after
having been notified of such failure by the Committee, shall be grounds for the
cancellation and forfeiture of such Incentive Award, in whole or in part as the
Committee, in its absolute discretion, may determine.
21. EFFECTIVE DATE AND TERM OF PLAN
The Plan was adopted by the Board of Directors effective September 5, 2000,
subject to approval by the shareholders of the Company in accordance with
applicable law, the requirements of Sections 162(m) and 422 of the Code, and the
requirements of Rule 16b-3 under Section 16(b) of the Exchange Act. No
Incentive Award may be granted under the Plan after September 5, 2010.
Incentive Awards may be granted under the Plan at any time prior to the receipt
of such shareholder approval; provided, however, that each such grant shall be
subject to such approval. Without limitation on the foregoing, no Option may be
exercised prior to the receipt of such approval, no share certificate shall be
issued pursuant to a grant of Restricted Stock or Stock Bonus prior to the
receipt of such approval and no Cash Bonus or payment with respect to a share of
Phantom Stock shall be paid prior to the receipt of such approval. If the Plan
is not approved by the Company's shareholders, then the Plan and all Incentive
Awards then outstanding hereunder shall forthwith automatically terminate and be
of no force and effect.
IN WITNESS WHEREOF, this Plan has been executed in Houston, Texas this
_____ day of ________, 2000.
BOOTS & COOTS INTERNATIONAL WELL CONTROL,
INC.
By_______________________________________
Name:____________________________________
Title:___________________________________
2000 Long Term Incentive Plan - Boots & Coots International Well Control Inc.
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